Exhibit 10.2
September 1, 2023
Drew Deniger
Re: Confidential Retention Agreement
CONFIDENTIAL
Dear Drew,
We greatly value the work you do for Alaunos, and we need you to continue making your valuable contributions. As an incentive for you to stay with Alaunos during this period of transition, Alaunos is pleased to offer you a retention bonus (the “Retention Bonus”) pursuant to and in accordance with this Confidential Retention Agreement (this “Agreement”).
As used in this Agreement, “Acceptable Level” means your full compliance with each of the following: (i) devoting substantially all of your professional and business-related time, skills and efforts to Alaunos; (ii) maintaining at least a satisfactory accomplishment of your assigned business objectives in accordance with Alaunos’ policies and procedures and in accordance with general industry standards; (iii) complying with the terms and conditions of this Agreement; and (iv) complying in all material respects with the employee policies and procedures of the Company, including with respect to business ethics and compliance with applicable laws.
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(D) If you resign from your employment for any reason or no reason, or otherwise cease active, full-time employment with Alaunos (except as set forth in this Section 3) prior to the end of the Transition Period, you will not have earned, and you will not be entitled to retain, any portion of the Retention Bonus.
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Thank you in advance for your continued contribution to Alaunos throughout this period of transition. We appreciate your service, and we wish you all the best in your future endeavors.
Sincerely,
/s/ Melinda Lackey
Melinda Lackey
Senior Vice President, Legal & Admin
Agreed to:
By: /s/ Drew C. Deniger
Date: September 5, 2023
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EXHIBIT A
GENERAL RELEASE OF CLAIMS
THIS GENERAL RELEASE OF CLAIMS (this “Release”) is entered into by the employee set forth on the signature page to this Release (the “Employee”) as part of the Confidential Retention Agreement by and between Employee and Alaunos Therapeutics, Inc. (“Alaunos”) of which this Release is part of and incorporated therein (the “Retention Agreement”). Capitalized terms used herein and not otherwise defined have the meanings given such defined term in the Retention Agreement.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, including, without limitation, the Retention Bonus, Employee and Alaunos hereby agree as follows:
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Notwithstanding anything herein to the contrary, the provisions of this Release do not apply to claims that may arise after the date this Release is executed; claims that cannot be released as a matter of law; Employee’s right to file a charge or compliant, or to participate in any investigation, with any local, state, or federal commission or agency such as the Equal Employment Opportunity Commission (“EEOC”); or Employee’s right to challenge the validity of this Release after executing it; provided, however, that Employee agrees that as a result of Employee’s release in this Release, Employee is not and will not be entitled to any monetary or other comparable relief from the Releasees related to any charge or complaint or investigation or proceeding brought by Employee, the EEOC, or any other person or entity, including but not limited to any federal, state, or local government agency. Nothing in this Release, however, prohibits Employee from receiving any monetary or other award offered by any government agency. Furthermore, this Release does not affect Employee’s right to file for unemployment benefits according to applicable state law.
In order to retain and earn the Retention Bonus, Employee must sign this Release and return the signed original to Alaunos as provided in this Release and the Retention Agreement.
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BY THE SIGNATURE BELOW, EMPLOYEE HEREBY CONFIRMS THAT EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS SEPARATION RELEASE AND RELEASE WITH THE UNDERSTANDING THAT BY DOING SO, EMPLOYEE WAIVES, SETTLES AND RELEASES ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES TO THE FULLEST EXTENT PERMITTED BY LAW.
[Signature Page Follows]
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Employee knowingly and voluntarily signed this Release as of the date set forth below:
EMPLOYEE:
By: /s/ Drew C. Deniger
Printed Name: Drew C. Deniger
Date: September 5, 2023
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